One Night in Palace
by Kensley-Jackson
Summary: AU story revolving around Chuck, Blair and Serena-though CB is the focus. Rated M for obvious reasons! "Well I guess that depends on your definition of a freak" he smirked, leaning in much closer than Blair would have liked.
1. Chapter 1

AN: Hello loyal readers, I come bringing you the first chapter of a short smut story I'm currently working on. I do have plans to finish "I'm Just Trying to Save You," but I want to focus on this one for a little bit because I need a bit of a break from the GG canon world and try out AU for the first time. This is a threesome fic revolving around Chuck, Blair and Serena, so don't read if it ain't your thing.

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**One Night in Palace**

**Chapter 1**

One Saturday night in New York City, Blair Waldorf found herself in the middle of the dance floor at the hottest nightclub in town. The DJ was blasting her favorite music and her best friend of twenty-seven years, Serena van der Woodsen, was right up against her as they moved together to the beat.

They were currently making the most of their single statuses; neither had been in a serious relationship in the past six months, and as far as Blair was concerned—that was a-okay. Her last boyfriend's wandering eye had almost ruined her friendship with Serena once and she wasn't ready to test fate again.

So instead, they threw the idea of monogamy to the wind and made a pact to hook up with as many good-looking guys as they could. That's what their twenties were for, right?

"B that guy is totally staring at us" Serena talk-yelled into Blair's ear.

Blair's face was all but pressed into the blonde's hair but she managed to sneak a peak at the dark stranger by the bar. He was undeniably handsome; but the cocky-smirk he had painted on his face made it difficult to acknowledge his good looks.

"Please he looks like a total sleaze. He's probably a Peeping Tom or a date-rapist" she scoffed, turning away from his stare without a second look, "You can do better, S."

Serena bit her lip as she not-so-subtly glanced at the guy again.

"I don't know, he's got a hot vibe going on; between those jawbones and that Armani suit, I bet he's great in bed" the blonde decided with a wiggle of her eyebrows.

"Smokescreens, ma cherie" Blair said "Besides, I'm sure the suit is a knock off."

"Hmm" Serena mused "Only one way to find out!"

With that, Serena abandoned Blair and walked over to the handsome stranger.

Blair rolled her eyes at how predictable her friend was. She knew the suit was legitimate—anyone with half a decent eye for designer clothes could have told you that—but there was just something about this guy that rubbed her the wrong way. With one gaze, it was like he was already under her skin and it made Blair very uneasy. He seemed dangerous, plain and simple.

She watched out of the corner of her eye as the stranger caressed her best friend's chin; she could practically hear S's childish giggle reverberate around the club despite the blaring bass. She crossed her arms in a frustrated huff at the thought of being ignored by her friend—this was supposed to be _their _night out.

A few minutes later, Serena bounced back over to the dance floor with a ridiculous grin on your face.

"Well?" Blair asked, already knowing that S agreed to go home with him that night.

"His name is _Chuck_, the suit is _real_, his voice is _sexy_ as _fuck_" she drew out "and, he wants _us_."

Blair's brows furrowed together in confusion.

"What do you mean 'us'?" she asked.

"I mean he wants a threesome, with us" Serena explained.

Blair's eyes widened with shock.

"He wants _what_?"

"Oh B, when did you turn into such a prude? Plenty of people have threesomes!" her best friend told her.

Blair's eyes narrowed at the subtle jab.

"Yeah, but not us" Blair said.

"Well…maybe not _you_" Serena corrected "but I've had a few over the years. They're fun, I swear."

"Okay, but S, this guy is a total stranger. What if he's an axe murderer? Or a eunuch?" she asked.

Serena's eyes narrowed into beautiful blue slits.

"Do you really think a _eunuch_ would suggest a threesome with two hot women?" she asked dubiously.

"If he was planning on _axe-murdering_ them, then yes, Serena" Blair told her matter of factly.

Serena rolled her eyes.

"I have to go pee. You wait here and reconsider, because I don't think this is an opportunity we should pass down" she said seriously before walking away.

Serena walked back over to the dark stranger. Blair didn't know exactly what she said, but from the way his eyes immediately found hers over the blonde's shoulders, she had a pretty good idea.

Embarrassed, Blair made a bee-line over to the second bar on the opposite end of the club. She didn't even get to enjoy the first sip of her Bellini before _he _appeared at her side, observing her intently.

"Your friend told me you need persuaded to come home with me tonight. What will it take?" his voice rumbled against her ear, causing her toes to curl.

_So much for formal introductions_ Blair thought. This guy really was the epitome of class.

"Certified proof that you aren't a serial killer?" she snipped, attempting to turn away from him.

But this man wasn't hearing it; he moved around her so that they were facing each other once again.

"Hmm, I think I left that in my other wallet. I can have my secretary fax it to you. Anything else?" he asked.

There's a small twinkle in his eyes when he said this and it was almost proof enough that he was telling the truth. But Blair was too smart a girl to get won over by charm so soon in the game of seduction.

"How do we know you aren't a freak?" she asked him, making a point to scan his body as subjectively as she could.

"Well I guess that depends on your definition of a freak" he smirked, leaning in much closer than Blair would have liked.

"You know" she began, taking a step back "someone with an affinity for whips, chains, water-sports, and working out their mommy issues in between the sheets."

He pursed his lips, looking very much like he was suppressing a laugh.

"Not your cup of tea?" he asked.

"It is yours?" she asked with raised eyebrows.

"I prefer Irish coffee myself, if anything. And while I sometimes enjoy expanding my sexual horizons, I tend to stay in between the lines of what is considered morally acceptable behind closed doors. But don't think for a second that means I won't make you scream."

Blair gulped audibly.

"However, if you're looking for vanilla sex, you should go home with that oaf you were dancing with earlier" he told her with a twinkle in his eyes.

"You were watching me?" she asked, suddenly less creeped-out and more flattered than she should be.

"I couldn't keep my eyes off of you—though your friend is pretty easy on the eyes too" he added, maybe a bit unnecessarily.

Blair's eyes narrowed just slightly. She should be used to men preferring her best friend over her by now, but it still managed to sting from time to time.

"Why not just take Serena then. She'll give you a good time" Blair told him, shrugging involuntarily.

"Most women here want to give me a good time" Chuck said, scanning the club scene behind them before turning back to her "but I'm looking for a _great_ time."

"Why us?" she asked.

"I sometimes prefer to be outnumbered in the bedroom, especially when it involves two friends. The level of pre-established _intimacy_ always makes for a more pleasurable experience. Not to mention, it also opens the door for many more possibilities and combinations" he smirked, twirling the liquid around in his drink.

Blair rolled her eyes.

"What is it with men and their fascination with girl-on-girl? You automatically assume that S & I have been intimate before just because we're friends?" she asked incredulously.

"Haven't you?" he asked with a raised eyebrow.

"Not in the way you're thinking" Blair told him as she shook her head.

"Well if I'm thinking about it, it means you are too" he pointed out "Don't tell me you don't think about it on nights like these when you're touching each other on the dance floor, grinding your hips against each others, whispering in each other's ears, lips practically touching…don't tell me you haven't thought about it, because I already know you have."

"You're one cocky son of a bitch, you know that?" she asked.

Chuck nods.

"All I'm looking for is to spend the night with two beautiful women, no strings attached. And you and your friend are by far the sexiest women here tonight. I have the feeling you have the potential to be explosive in the bedroom but have always had to restrain yourself for one reason or another. And I'm rarely wrong about these things…am I wrong about you?" he asked, stroking her cheek with his finger.

Blair bit her lip and shook her head.

"Come back with me tonight then, I promise you won't regret it" he told her, finger tracing her lips, "I'll make it unforgettable."

"That's some sales-pitch" Blair said breathlessly, leaning into his touch.

"Satisfaction guaranteed" he smiled, knowing he had won her over.

"You sure about that? I've been known to be a convincing faker" Blair teased, dipping her chest down to give him a better view.

Like a moth to a flame, his eyes sunk right down to her chest.

"Trust me, after tonight you'll never be able to fake it again" he said.

"Sounds like quite the challenge" Blair said just as Serena came up to them.

"Hey, so are we doing this?" she asked, glancing back and forth between the brunettes expectantly.

"I'm in" Chuck said, never breaking eye contact with Blair.

"Let's get out of here" Blair decided.

Smirking, Chuck took one of each of their hands in his and led them out into the brisk night's air.

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**TBC**. Thoughts?


	2. Chapter 2

AN: And so it begins! Thank you for your interest in this one as always.

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**Chapter 2**

In the elevator ride up to Chuck's penthouse suite, Blair's confidence from before was starting to wane. The sudden intimacy of having this stranger hold her and Serena so securely around their waists made her uncomfortable to say the least. They passed an elderly couple right before entering the elevator and Blair couldn't help but notice the disapproving looks they gave the three of them—obviously they had seen their illicit neighbor doing this sort of thing before.

The next thing she knew, Serena was turning Chuck's face towards her and began making out with him. Blair's instinct was to take a step backwards to give them privacy (the irony wasn't lost on her), but the handsome man's arm tightened around her—keeping her close. A second later, Chuck pulled his mouth away from Serena and turned towards Blair; he asked her for permission with a heady gaze before slanting his mouth over hers.

Blair tried to act casual about the act, but his kiss sent her spiraling into a type of sensual pleasure she didn't know she could obtain from a single contact. She got embarrassingly weak kneed over it and had to choke back a moan.

When he pulled back, Blair barely had time to catch her breath before Serena leaned over and kissed her herself. In the past the two of them had only ever playfully kissed with a peck here and there, but this time Serena set out with the definite plan to turn her on.

And between the two of them, it was working—and they weren't even off the elevator yet.

When the elevator dinged, Blair was pleasantly surprised at how gorgeous Chuck's suite was. She had never stepped foot in The Palace Hotel before, but it was everything she imagined and more.

"Jeez, you must be loaded" Blair muttered without thinking as she walked around the suite.

"B!" Serena squealed, hitting her friend on the shoulder "Don't be rude."

Chuck merely chuckled in response.

"Oh, I'm sorry" she immediately apologized, turning around with cheeks bright red.

"Don't worry about it" he said as he walked up to her "Let's just say I live _comfortably_."

"Speaking of comfort, Chuck, where's your bed?" Serena asked cheekily over her shoulder.

"At the end of the hall" he said.

"Perfect" the blonde exclaimed, heading down the hallway.

Once they were practically alone, Chuck came up behind Blair.

"So" he said quietly so only she could hear "your name starts with a B, is that the only clue I'm gonna get?"

It took Blair a moment to realize that she never did tell him her name. His sudden intrigue in learning more about her made Blair feel incredibly sexy.

"For now" she told him, eyes sparkling as she turned to look at him "So, you coming _Chuck_?"

"After you, _B_" he replied, enjoying the view of her backside as she sauntered down the hall.

Xoxoxoxoxox

The bedroom, not surprisingly, was just as fantastic as the rest of the suite. Blair took in the plush carpet, sleek furniture and a four-poster king-sized bed where the main event would go down with an appraising eye.

"This place is amazing" Serena told him with a bat of her eyelashes.

"Well I'm just happy you ladies agreed to come back with me tonight. It gets awfully lonely in that big bed alone" he said, eyeing the blonde hotly.

"And what about you?" he asked, turning to Blair "Does this fit your standards?"

"It will do" she shrugged, doing her best to look unimpressed.

Chuck smirked, clearly seeing through the visage.

"Can I offer you ladies a drink to celebrate? Champagne perhaps?" he asked.

"Sounds yummy" Serena said.

"Only if I can watch you pour it" Blair told him with a raised eyebrow.

"Fair enough. We'll be right back. Serena, make yourself at home" he told her as him and Blair walked back into the living room.

"So what exactly do you do for a living to afford a place like this?" Blair asked him once they were alone.

"Uh uh uh, I'm pretty sure that kind of information breaches the no strings policy for the night" Chuck said as he made his way over to the wet bar.

"Fair enough" Blair consented, strolling over to his side. She watched him carefully as he retrieved three champagne flutes and poured each class to the rim expertly without spilling a drop.

"So, do you have any regrets about coming here tonight?" he asked her.

She shrugged.

"Not yet, too soon to tell I suppose" Blair said as she received the drink he handed her.

"To tonight then" he said with a raise of his glass.

Blair clinked her glass against his and took a sip. She licked her lips innocently when she was done—an act not lost on Chuck.

Wordless, he took her drink back and set it on the counter along with his.

Never breaking eye contact with her, he dipped his finger into his flute and then proceeded to spread the liquid across Blair's exposed collar bone. Leaning down, he slid his tongue against her skin sensuously before kissing his way back up to her lips.

Blair, without needing further prompt, eagerly began to kiss the handsome stranger back with a type of aggression she never knew she possessed.

Encouraged, Chuck lifted her up by the waist and placed her on the wet bar. She eagerly wrapped her legs around her body and drew him close as their tongues continue to taste each other.

"Christ, I could fuck you right here" Chuck all but groaned when he pulled back for air.

Blair's heart was racing so hard she could feel it in her ears.

"Tell me your name" he demanded.

"Blair" she whispered, too turned on to tell him that that information breached their no strings policy.

"_Blair_" he echoed reverently, his fingers buried in her hair as he leaned in to kiss her again.

"Hey, what's taking you guys so long?" Serena called out from the bedroom.

Chuck pulled back and groaned.

"We're coming!" Blair called back.

"No yet" Chuck smirked, reaching out to touch her bruised lips "but soon."

Xoxoxoxox

By the time Blair made it back down the hallway, she had already downed what was left of her champagne flute.

"Refill" she ordered Chuck, thrusting it behind her without looking back.

He smirked as he grabbed the glass. He was already holding two other flutes and the bottle, but he wasn't going complain. This girl was like dynamite beneath his fingertips—red hot, delicate and ready to explode. He couldn't wait to touch her again.

Blair, it seemed, had other plans. She walked up to Serena, who was sitting on the bed, plopped herself down on her lap and began to make out with her.

Not wanting to interrupt, Chuck put the alcohol down and planted himself in a chair facing his bed. Making himself more comfortable, he loosened the tie around his neck and unbuttoned a few buttons at the top of his shirt. He then reclaimed his glass of champagne and took a decent swig.

His eyes never left the two beautiful women on his bed, whose lips were fused together and whose hands had begun their slow exploration over patches of skin not covered by the thin material that separated their bodies from each other.

"You're a good kisser, S" Blair told her quietly, touching her face "no wonder all the boys like you."

"You're not so bad yourself, B" Serena smiled, rubbing their noses together before leaning up to kiss her again.

When Serena started to search out the invisible zipper of Blair's dress, she took the hint and stood up—pulling her friend with her. After both their dresses were unfastened, the girls shimmied their clothes off and stepped out of the heels—leaving them clad only in their bras and panties.

Blair's instinct, to feel self-conscious standing in front of a man practically naked with the lights on, dissipated when she saw how dark Chuck's eyes had become. She boldly motioned him over with bent finger.

As he approached the girls, Serena stood behind him and removed his jacket while Blair began to unfasten his tie. Her face was dangerously close to his, but neither made a move to kiss the other. In a way, this was sexier—the teasing made the anticipation of the next time the kissed that much more exciting.

Blair's fingers grazed his chest slightly with every button she undid. When she finished, Serena helped discard him of his shirt. Her friend's hands greedily roamed over the bare expansion of his chest while Blair got started on his belt. Once it was unbuckled, she pulled it free from its loops before unzipping his pants and pulling them down.

Once he was down to his underwear, Chuck laid himself out proudly on the middle of his bed. Serena and Blair crawled to lie down on either side of him. He turned to kiss Serena first again; Blair couldn't help but feel neglected, so she decided to bite his neck lightly while she waited.

Her love bite gave her the desired effect—Chuck abandoned her friend and started kissing her instead. Blair moaned deep in her throat as she wrapped her arms around his neck to keep him close. The champagne combined with the alcohol she had earlier made her feel bubbly, free, and maybe a little bit greedy.

Serena wasted no time in sliding down the bed and tugging Chuck's boxers down. She made a small moan of approval at his size, taking his hard cock into her hand and stroking it like a pro.

Chuck pulled back from Blair to look down at Serena just before her hungry, eager mouth ascended over his length. The two of them watched intently as the blonde's head bobbed effortlessly up and down his cock now glistening in her saliva.

"Are you enjoying this?" Chuck asked Blair quietly "Is this making you wet?"

Blair bit her lip and nodded. She didn't know that watching someone else get pleasure could turn her on as much as it was.

"Show me, touch yourself" he ordered, moving his eyes from Serena to hers again.

Hesitantly, Blair slid her hand past her powder blue panties and began to rub herself off in sync with Serena's movements.

It didn't take long for her to begin to writher around on the bed—between the sound of Serena's mouth moving up and down Chuck's cock and the heat of his gaze as he watched her pleasure herself.

"Serena" Chuck said "want to get your friend off? I'll fuck you from behind."

The blonde smiled around his cock before pulling back and wiping her mouth off.

"Sounds good" she said as she removed her bra and panties. She moved over to where Blair was and pulled her panties off as well.

"Ready for my mouth, B?" she asked, her face just centimeters from her dripping center.

"Uh, yes please" she moaned, moving her own hand away to give her friend room.

Leading with her tongue, Serena delved face first against Blair's pussy.

Chuck started stroking himself the second Serena let go of his cock, making it almost impossibly hard before sliding a condom on and positioning himself behind the blonde. He rubbed himself against her opening slightly before plunging into her.

Chuck watched Blair's face the whole time, pretending he was fucking her instead every time he slammed his hips against Serena's.

Blair's hands were threaded into Serena's long hair; she lifted her hips up whenever she wanted her best friend's tongue deeper inside of her.

"S, please" she panted "I'm so close."

Clutching her own bra-covered breasts, Blair squeezed her eyes shut as she felt her orgasm approach.

"Oh shit" she swore as she came against Serena's tongue.

Chuck almost lost control himself as he watched the beautiful brunette unravel underneath her friend. He continued to pump himself into Serena, now determined to get her off swiftly.

Serena moved back on to all fours so she could thrust back against Chuck harder.

"Oh my god" the blonde gasped as she continued to fuck herself on his cock.

Chuck could feel his balls tighten when he heard the sound of her wanton, uninhibited moans and knew it wouldn't be long now. He reached in between her legs to work her clit until he felt her begin to flutter around him.

With a euphoric cry, Serena shuttered and came hard—taking Chuck with her.

Rolling off of her and discarding his condom, he fell back into the bed temporarily spent.

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TBC. Not much CB in this chapter, I know. It's coming :)


	3. Chapter 3

AN: These chapters are shorter than my usual lengths for chapter fics, but since this is practically porn without plot, shorter lengths make sense. Whole lot of CB in this chapter and plenty more to come!

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**Chapter 3**

It soon became obvious that Blair was still wearing her bra and Chuck was determined to do something about it.

Lying on his side next to her, he began tracing the curves of her breasts with his fingertips before circling her nipples over the silk material. He glanced up at her face when a small whimper left her lips, knowing he was eliciting a positive response.

Serena, who was on the other side of Blair, simply rubbed her friend's shoulder and kissed it affectionately as she watched Chuck work.

Once he unhooked the front clasp of the bra (his favorite kind), he lifted both of his hands and allowed them to be filled with her breasts. He squeezed them and rubbed them, before moving on to her already hard nipples.

"Mmhm" Blair hummed at the sensation.

"That feel good, B?" Serena asked her quietly.

Blair could only nod.

Chuck then bent his head down and captured a pink bud in between his lips. He sucked on it until Blair made another sound, and then moved to the next. He decided this was a new favorite game for him—trying out different tricks to figure out all the way he could get this beautiful woman to moan for him. He could already feel himself getting hard again.

In the past, he always viewed women as sexual conquests, but their own pleasure was never his biggest priority—his pleasure and his pride was. But, God help him, there was something different about this girl. She seems to deserve better; better than she obviously had ever gotten before.

While he gave her breasts a type of treatment she never experienced before, Blair felt that it was only right to return the favor to this handsome man next to her. She reached down between them and took his cock in her hand. Though she couldn't admit it out loud, after watching Serena give him head it's all she's been able to think about.

"Do you want my mouth on you?" she asked, not knowing another way to word it.

He nodded at her with impossibly dark eyes.

Blair made a move to go down on him, but he stopped her before she reached her destination.

"Do you want mine on yours?" he proposed.

God, did she ever.

"Yes" she whispered.

He took her right hand in his and brought it to his mouth. Slowly, he slid the two fingers she had just used to pleasure herself in between his lips with a groan. He savored her taste as he licked her fingers clean before leaning in to kiss her hard.

"Sit on my face" he told her as he rolled onto his back, "face my legs."

"What about Serena?" Blair asked.

"Don't worry about me, I'm all set" Serena said as she hopped off the bed and grabbed her purse which happened to contain a lip-stick sized vibrator she never left her house without. She climbed back on the bed.

"Watching can be fun too" she declared, positioning the toy at her entrance.

Taking that as her cue, Blair boldly straddled Chuck's face as she lowered her own mouth over his manhood in a 69 position.

The second she settled into place, the pleasure started to hit Blair in waves—to the point that she was worried she wouldn't be able to do her own job properly. She moved her mouth up and down his length slowly, allowing her tongue to do the brunt of the work as she focused on breathing out of her nose.

While she couldn't see Serena, she could hear the buzz from the vibrator working and the little moans her friend was making, which served to turn her on even more.

On the other end of the bed, Chuck was on cloud nine. Blair, by far, had the sweetest cunt he had ever tasted and her mouth on his dick served to increase his pleasure tenfold. He lapped at her pink flesh with his tongue, bringing up his thumb to massage her clit slowly.

"Mmph" Blair moaned around his dick as she grinded her hips against his face.

She wanted to say his name out loud, but her current position was making that task difficult. Instead she repeated it in her head over and over again, imagining him smirking from his place in between her legs all the while.

Her ass was cradled in Chuck's hands as he tongue-fucked her. He squeezed her perfectly round cheeks in tune with the gentle thrusting of his own hips up against her mouth.

"B, you look so hot" Serena told Blair, pushing her long brown hair away from her face so she could watch closely as her best friend sucked Chuck off.

"You love sucking on his big, sweet cock, don't you?" the blonde breathed, trembling as she pushed her vibrator in and out of her snatch.

"Lick his balls, B, I wanna watch you do it" she instructed shamelessly.

Chuck was caught between blowing his load at the sound of Serena's words and wanting to watch Blair do as she was told, but his desire to make her scream overpowered his other choices.

Shoving two thick fingers inside of her, he fastened his teeth around her clit and bit down on it gently—using his free hand to slap her ass as he did it.

"Uhh" Blair moaned, lifting her head away from his dick "Chuck yes."

With that, her sweet juices began to stream out of her and find their way into Chuck's mouth and down his chin.

When she felt herself being licked clean, Blair shakily moved off of Chuck in order to face him as she moved in to finish him off. Making sure to make eye contact with him, she wrapped a hand around his wet dick and began to jerk him off double-time as she bent down to lick at his balls.

Chuck moved up to his forearms weakly to get a better look.

This woman was a goddess, plain and simple. He had never seen anyone look so ethereal performing a sex act most considered sordid or lewd at the very least. He was overcome with the urge to invite her to his bed every night, to drape her in diamonds and spoil her with every luxury he had access to. He could imagine jetting her off to remote places all over the world and bedding her everywhere they went.

And the kicker was that he hadn't even properly been inside her yet.

The moment Blair moved her head back over to his member he started coming with a grunt. He watched enthralled as ropes of his cum found their way across her cheek, chin and lower lip.

Off to the side, Serena's cries of pleasure could be heard by the pair as she finished herself off to the erotic image before her.

Guiding his dick with her hand, Blair directed the rest of his ejaculation over her bare breasts with a sigh of contentment. She continued to stroke him gently until his orgasm dissipated and the pleasure breached on pain.

Chuck made a move to sit up and reach out for her, but Serena beat him to it. She pushed her friend flat back onto the bed and proceeded to lick up Chuck's cum with long strokes of her greedy tongue.

Spent, Blair rolled her head over to the side to watch Chuck with hooded eyes as Serena continued to lick her chest clean. His own mouth was still shining with her juices and it made Blair feel even more possessive over him than before. She deliberately allowed her pink tongue to stick out and taste his secretions around her mouth, teasing him mercilessly.

"Fuck" he swore, crawling over to her side so he could kiss her hard.

The combined tastes of each other swirled around their mouths as their tongues slid across each other's sensuously. Suddenly Serena's face was hovering over theirs and they parted as they allowed the blonde to taste them as well.

"That was so hot to watch" she told them, pillowing her head on Blair's chest and closing her eyes.

"I want more" Blair said to Chuck, grabbing his arm.

"Rest for a little bit" he told her before kissing her brow "The night in still young."

With that, he settled himself next to her and closed his eyes as well.

"You wore me out, my manhood needs time to recover" he said.

Blair smiled sleepily as her eyes fluttered close.

"You haven't seen anything yet" she promised him.

Chuck smirked behind closed eyes.

He couldn't wait.

* * *

TBC :)


	4. Chapter 4

AN: This is a short chapter and has no CB, but it's coming I swear! (Don't hate on Serena for hogging Blair!)

* * *

**Chapter 4**

"God I'm still so horny" Serena exclaimed after she roused her bedmates from their nap.

"I need to be fucked again" she told Chuck, rubbing his stomach with her hand "You up for it?"

Chuck glanced down at his dick that was still in remission from his last orgasm. He really could go all night, provided he had time to recover in between.

"I may need to sit this round out" he told her.

Serena made a show of pouting dramatically.

"I guess we'll have to settle for Mr. Vibrator then" she told Blair.

"Actually" Chuck said "I may have something even better you can use."

With that, he climbed off the bed and riffled through a drawer in his closet before pulling out a strap-on dildo.

Blair's eyes went huge.

"And what exactly are you doing with _that_ in your closet?" she asked.

"As I already hinted towards…I sometimes enjoy coloring outside the lines" Chuck told Blair with a glint in his eyes, "Want to try it on?"

"Me?" Blair asked.

"Yes you" Serena said "Do it, B, its fun—I promise."

"That seems to be your answer to everything tonight, S" Blair said wearily as she took the strap-on from Chuck and studied it.

"Only because I know you'll enjoy it once you let your hair down" Serena said as she leaned in to kiss Blair softly.

"Haven't you ever wondered what it felt like to be the guy? Control the power, the pace, the speed?" Chuck asked.

"I thought that's what being on top was all about" Blair said.

Chuck smirked and leaned in close to her face.

"There's being on top…and then there's _topping_" he told her "there's a big difference, trust me."

With that, he walked over to his chair and sat down, watching her expectantly.

"C'mon B, try it for me. If you don't like it, we'll move on to something else, okay?" Serena asked with her big blue eyes.

Blair bit her lip in contemplation.

"Show me how to put it on?" she asked her best friend.

Serena squealed and kissed her on the mouth before helping Blair side the strap-on into place.

"Lick me first?" the blonde asked innocently "Just in case I'm not ready for you yet."

Blair knew that Serena was visibly ready the second she parted her thighs, but the role-playing aspect was starting to turn her on, so she decided to go for it.

After a few languid strokes of her tongue, Blair knew Serena was more than ready for her.

Blair climbed up her friend's body until the dildo was positioned at her entrance.

"Ready?" she asked with a smile, suddenly feeling bolder than ever before.

"Fuck me, B" Serena ordered.

With that, Blair thrusted inside of Serena slowly.

Chuck held his breath from his place behind them. He was determined to put off touching himself for as long as possible, but already he felt blood begin to rush to his now semi-hard member.

He knew after these two were finished, his next move would be to finally bury himself inside of Blair—the foreplay had been amazing but if he wasn't inside of her within the next ten minutes, his desire would cause him to implode.

"Mmh, harder" Serena moaned, "harder."

Blair did as she was told, pulling out completely before violent pushing her hips against her once again.

Serena screamed in pleasure, prompting Blair to pick up her speed as she thrusted into her best friend urgently.

"You like that, Serena?" she breathed against her face "You like me fucking you?"

"Yes!" she cried out.

Blair felt euphoric in her newfound position of power. Serena and Chuck had been right, wielding this strap-on made her feel strong and sexual in a way she had never experienced before.

It was also making her incredibly horny with no immediate form of release. She wanted to reach down pass the strap-on and touch herself, but she knew that once she got Serena off, she'd be drenched and ready for Chuck. The promise of that reward was enough motivation to focus on her best friend's pleasure first.

Blair shivered at the sensation of her rock hard nipples rubbing up against Serena's, that were equally as hard.

"Fuck" she swore softly as she cupped her friend's breasts and put her mouth on them. She alternated between pinching and licking them, before leaning up and guiding her own aching breast to Serena's mouth.

Serena parted her lips wantonly and moaned as she proceeded to nibble on Blair's milky white breasts.

"Oh God, B" she cried, rolling her whole body upwards as she received her powerful thrusts.

Chuck wrapped a hand around his cock and squeezed the base, determined to control his urge to frantically jerk off like an inexperienced high school kid.

"So good, you fuck me so good" Serena murmured over and over.

Angling her hips upwards, Blair figured out how to hit her friend's clit was each thrust.

"Take it, S" Blair ordered as she wrapped Serena's legs around her waist, "take my cock deeper."

She reached up to squeeze the blonde's nipples impossibly hard right as she began to orgasm.

"Uhh!" Serena cried out as her muscles spasmed around the dildo.

Blair rolled off her, breathing heavily and so turned on she thought she may pass out. She turned her head and found Chuck staring back at her with eyes as black as onyx and a swollen hard cock in his hand.

* * *

TBC...


	5. Chapter 5

AN: After this chapter, you will see a whole lot less of Serena I promise. I have one, maybe two, more chapter[s] planned for this story. Your feedback means the world to me!

* * *

Chapter 5

"Jesus, B, that was rocking. Are you sure you've never done that before?" Serena asked.

"I'm sure" Blair said, never breaking eye contact with Chuck.

"Did you like what you saw?" she asked him as she sat up slowly.

"I did" Chuck told her "would you like me to show you how much?"

He had the same glint in his eyes from earlier that night when he convinced her to come home with him.

"I think that would be fair" Blair said "but only because you've been so patient."

Blair sat up and shimmied herself out of the strap-on, tossing it to the side.

"I think you'll find I can be _very _patient when the prize is worth the wait" he replied.

Dick in hand, Chuck stood up and walked over to the bed slowly like a lion stalking its prey.

Blair felt her mouth water at the sight of him. When he was close enough, she grabbed him by the back of the head and dragged his mouth to hers.

"Lucky me" she breathed against his lips.

Pulling him onto the bed, they tumbled back with Chuck on top of her. Blair kissed him with a feverish need as her hands roamed over his naked flesh.

"Condom. Now" she ordered as she pulled back.

Chuck smirked at her urgency before reaching over to his nightstand and grabbing a clean rubber.

She could barely breathe as she watched him roll the condom over his aching member, so desperate to have him inside of her. Brashly, she grabbed him by the shoulders and flipped him over so that he was flat on his back.

Still riding the high from her power trip, Blair made a show of straddling Chuck's thighs and establishing her dominating role over him. She teased him for a bit, leaning down to rub his chest and nipples with her mischievous hands—making a real point to avoid his number one source of need.

Chuck wasn't above begging under certain circumstances, but he wasn't ready to forfeit all his power over to a virtual stranger before they even had sex.

That being said, he had ways of letting her know that he was done playing. He unabashedly lifted his hips up in order to draw her attention to throbbing manhood.

Understanding completely, Blair smirked at him before positioning and then triumphantly impaling herself on top of him.

Blair gasped at the sensation, staring into his dark eyes as she did so.

Time seemed to stop for a minute, maybe more, as Chuck looked up at the woman who made him feel like no other ever had.

"_Who are you?" _he wanted to ask her.

But before he got the chance, Blair ever so slowly began to rock her hips in circular motions.

"Mmhm" she hummed as she found her rhythm and started to ride him more confidently.

"Fuck" Chuck cussed when she slammed down on him with a particular force.

He couldn't remember the last time he had been inside someone as tight as her; it was glorious.

Blair was getting so lost in the sensation of riding Chuck that she didn't even notice Serena come up behind her—that is, until she felt something poking her bottom.

"S?" she sighed breathlessly.

"Just relax" Serena told her, positioning the well-lubed strap-on at her back entrance "It'll be…"

"Fun, of course" Blair echoed.

Old Blair would immediately rule this sort of sex play out—even though she wasn't a prude, it would normally be just too racy for her.

But tonight she was letting her hair down and exploring parts of herself she wasn't even sure existed…until Chuck and Serena showed her the light.

The least she could do was whatever was offered.

"Just go for it" Blair told Serena.

Chuck noticed what Serena was trying to do and decided to sit up to help her. Back against the headboard, he angled Blair's pelvis up against his in order to give Serena better access to her ass.

Blair braced her forearms against Chuck's chest as she forced her lower half to relax.

He could sense her slight trepidation, so he leaned up to kiss her by way of distraction.

On the other end, Serena began running her two lubed fingers on and around her puckered hole—coaxed her to relax. Eventually, she began to press them inside of ass.

Blair returned Chuck's kiss, allowing their tongues to collide against each other's while Serena was busy stretching her out. Each whimper and moan she made in response to her best friend's administrations was somewhat muffled against Chuck's mouth.

"You okay?" he rasped, cradling her face in his hands.

Blair nodded.

"Just relax, B" Serena said, guiding the tip of the dildo at her entrance.

Blair's body tensed at the first sign of pain, but Chuck talked her through it.

"Lean back into it a little, it helps" he told her.

Once Serena was fully in and she gave Blair time to adjust, she slowly began to move her hips.

"W…woah" Blair breathed out, her eyes rolling back.

"Good?" Chuck asked.

"Fucking amazing" she said, overwhelmed at the sensation of being filled on both ends.

With that, she began to rock her lower half back and forth, giving equal attention to both lovers as she did so.

Not wanting to hurt her, Chuck kept his own thrusts more shallow than he normally would. But soon Blair's movements picked up speed once again and he was more than willing to oblige.

"Ohhhh" she moaned, bucking her hips roughly against his "I'm gonna cum."

Chuck reached up to fondle her bouncing breasts, squeezing her tight nipples as he did so.

"Yes, yes, yes" Blair said as she reached down to rub her own clit once, twice…

"Oh god!" she called out as all the muscles in her lower half began to clench together at once.

When she was done, Serena pulled out of her while Chuck remained inside—still unfinished.

Though Blair was spent against him, he continued to fuck her hard and she continued to ride him. Unexpectedly, Blair found herself having a second just as powerful orgasm a few seconds later—causing her to cry out once again.

This time, however, she screamed Chuck's name; and this time, he came hard into his condom.

* * *

TBC.


	6. Chapter 6

AN: Nearing the end, after this I have one short, epilogue-y chapter left!

* * *

Chapter 6

"That was..." Chuck began before taking a drag of his cigarette.

"Yeah" Blair agreed, reaching up to take it from him.

He was stretched out on his back and she was curled up by his side as they shared a post-fuck smoke.

Serena had left the room about ten minutes ago to get them more champagne, but she hadn't returned yet.

A lazy smile rolled over Chuck's features as he glanced down at the top of the brunette's head.

"Told you I would make you scream" he said smugly.

Blair smiled, rolling her eyes as she did so.

"Hate to tell you this Chuck" she said as she sat up to look at him "but I'm pretty sure Serena gave you a lot of help in that last round."

His smile didn't waver. He took his cigarette back and took another drag.

"What are you implying exactly?" he asked her.

"Ohhh" Blair began, sitting up and stretching "just that you promised to make me scream on your own and you haven't quite accomplished that yet."

"I see to recall you moaning my name awful loudly when my tongue was up your cunt" he told her, blowing just enough smoke in her face to make her nose crinkle.

"Moaning isn't screaming" Blair teased, taking the cigarette back once more.

"Sounds like a challenge to me" Chuck decided.

"Just a little one...or" she said, pointed looking at his dick "a big one, depending on your point of view."

Chuck looked at her heatedly as her lips wrapped themselves around the cigarette and her cheeks hollowed out.

"Do you think your friend would mind if we started the next round without her?" he asked.

Blair looked over her shoulder.

"Probably not" she said, handing the cigarette back to him "but what on earth is taking her so long?"

Before Chuck could stop her, Blair slid off the bed and peeked down the hall.

Chuck heard her giggle and thought it was one of the sweetest sounds he had ever heard.

He reached over and stubbed the cigarette out on his ash-tray.

"I don't think S will be joining us any time soon" Blair informed him "she's a bit passed out on your sofa."

Chuck climbed off the bed and approached her-taking her off-guard as he swiftly bent down and kissed her deeply.

Blair pulled back gasping for air.

"What was that for?" she asked breathlessly.

"Are you glad you came here tonight?" he asked.

"Why do you keep asking me that? I'm already here" she told him.

_Because I want you to come back._

"Are you?" he pressed, touching her face.

Instead of answering, Blair took his hand in hers and lead him back towards his bed.

She climbed on first, never turning her back to him as she slid backwards over the silk bedspread-beckoning him towards her with the movement of her body.

Chuck panther-crawled his way over to her, every ounce of his body oozing sex.

Blair could barely tear her eyes away long enough to reach over to the side-table for a new condom. Ripping it open, she pulled out the rubber and reached down to roll it over him.

Chuck, meanwhile, began running his hand over one of her legs-from hip to ankle. As he caressed the curve of her calve, he raised her leg in order to place a kiss on the inside of her knee.

Blair shuttered at the sensation, bringing her hands over her head.

A thought struck him at that moment when he notice Blair grasping the bars of his bed post.

"Are you into bondage?" he asked her as he continued to stroke her leg.

"I don't know" Blair said, automatically bringing her hands back down "should I be?"

With a wicked grin, Chuck reached for the drawer by his bed and pulled out two midnight blue silk handkerchiefs.

"Yes, you should be" he said "the question is, do you want to be?"

Blair looked at him pensively as she weighed her options.

"Still think I'm a serial killer?" he asked with humor in his eyes.

"No" she said softly, bringing her hands back above her head.

"Good" he said. Gently, he tied her wrists together before attaching the restraint to the headboard.

"Is that okay?" he asked.

Blair nodded-a bit unsure, but more excited than anything else.

Satisfied, Chuck promptly hiked her leg over his shoulder before guiding his dick to its destination.

Somehow, despite the amount of sex she had already had that night, Blair was quivering in anticipation of being filled by him once again.

When he pushed himself inside, Chuck couldn't help but groan.

Blair inhaled sharply, her body slightly tensing under the force of his actions. Moments after, however, she began to relax and allow the waves of pleasure to wash over her.

This set up served to be a complete one-eighty from the power high she got from pegging Serena-and yet this lack of control turned her on just as much.

"Uhh, Chuck" she moaned, lifting her hips to receive his thrusts.

"Blair" he groaned.

Desperate to get deeper, he brought her other leg up over his shoulder as he continued to plow into her.

Soon Blair's hips began to rock right off the bed as her sore ass made contact with his balls over and over again.

Encouraged by her bucking against him, Chuck moved his hands to cup her breasts-torturing her pink nipples with the flick of his fingertips.

He grinned when Blair began to thrash against her restraints.

"What do you need?" he asked.

"Your mouth" she urged.

With that, Chuck lowered his mouth to her heaving breasts and alternated between licking and biting the flesh.

"Oh god!" Blair cried out as her body quickly approached an orgasm.

"Scream for me, Blair" Chuck demanded, reaching down to flick her clit as he did so "I wanna hear you."

"I...uhh, Chuck! Yes!" she screamed "CHUCK!"

Chuck could feel his balls tense and prepare for release as she clenched his dick.

With a victorious growl, he came right after her.

xoxoxoxoxoxoxox

Blair's body continued to quiver as Chuck brought her legs down from around his shoulders and untied her wrists.

"You okay?" he asked, voice slightly hoarse.

"Holy shit" Blair whispered. Her head rolled from side to side against the pillow as she attempted to regain her breath.

"Mmmm" Chuck agreed as he rolled onto his back and stared at the ceiling.

"Guess you made good on your word" she told him, grinning like a satisfied kitten.

"Glad to be of service" he said, turning his head to look at him.

"I don't want to move" Blair confessed.

"Why would you move?" he asked.

"Well, with Serena passed out and me oversexed, don't you think it's about time to call it a night?" she asked.

"We can call it a night anytime you want, it's 3:35 am-doesn't mean you have to leave" Chuck said to her.

"Are you...inviting me to sleep here?" Blair asked "Doesn't that go against the rules?"

"There are no rules when it comes to sleeping-besides, we agreed on one night and the sun doesn't rise for another couple of hours. So really, it's almost as if you are obligated to sleep here" Chuck explained.

"Hmm" Blair considered out loud "I suppose that would be okay."

With a lazy grin, Chuck sat up in order to pull the covers to his bed back far enough for him and Blair to climb in. After turning off the lights, he turned on his side facing her. Blair followed in suit without being prompted-settling her backside against him until they were practically spooning.

"This is definitely against the rules" she teased when he put his arms around her waist.

"Shh, go to sleep" Chuck muttered against her hair.

And then they did just that.

* * *

TBC.


	7. Chapter 7

**Chapter 7**

For the first time in her life, Blair woke up to the sound of a person moaning.

It took her only a few moments to realize that person was her. She wasn't entirely sure where she was-and the massive headache causing her mind to throb wasn't helping either-but she was sure (very, very sure) that something euphoric was happening between her legs.

By the time she mustered up the strength to open her eyes, she could only glance down long enough to see a dark haired man eating her out before fireworks erupted and she closed her eyes once again.

As she came down from her high, she felt a shift in the bed and suddenly Chuck was by her side again-grinned like a cat that caught the canary when her eyes fluttered open once more.

"Good morning" he greeted.

"I think you just cured my hang-over" Blair told him.

"Really?" he asked.

Blair attempted to sit up, but then the room started spinning and she plopped back onto the pillow.

"Ugh, no, not really" she said, reaching up to stroke his chin "but it did feel really good."

"Well then it's a start" he replied, leaning down to kiss her "How does coffee sound?"

"Heavenly" she smiled dreamily.

Chuck began to slide off the bed, but Blair grabbed his arm and pulled him back to her. She brought his head down to her once again and kissed him deeply-allowing him to push his tongue past her lips and dance along hers.

"What was that for?" he asked when he pulled back.

"You're just really sexy" she told him, taking in his bed-head hair and slight stubble growing in.

He smiled back.

"So are you" he said, running his hand over his bare stomach before climbing off the bed.

After sliding his boxers on, he went down the hall.

Thinking it much to bright in the room for her liking, Blair threw the covers over her head and waiting for Chuck to come back.

The door creaked open much sooner than she anticipated.

The second a body flopped down next to her however, she knew immediately who it was.

"Morning sunshine" Serena laughed, shimmying underneath the covers next to Blair.

"You're awfully chipper" Blair commented "I see passing out does you wonders."

Serena stuck her tongue out.

"I'm immune to hang-overs; I have years of underaged drinking to thank for that" she told her.

"I'm sure Lily would love to heard that" Blair said.

"Yeah..." Serena began, pulling the covers back to see her friend's face "So about last night...you're okay with everything that happened right? I know I can be a bit much when I'm drunk."

"Yeah, I'm good-I promise" Blair told her, glancing at the door "He's something else, isn't he?"

"I knew he'd be a good lay" Serena agreed "and he definitely took a liking to you."

Blair scoffed at Serena, who was wiggling her eyebrows at her.

"Oh please, this is just a one night thing."

"Normally one-night things don't end with the guy making coffee, he must be in love" she teased.

"Shut up!" Blair said as she wacked Serena with a pillow.

Serena lifted her hands to shield her face.

"Ow, you made me bite my tongue!" Serena pouted.

"I can kiss it better" Blair told her, leaning forward and kissing her softly.

"Hope I'm not interrupting" Chuck said as he appeared in the doorway with a tray of three mugs, "Feel free to continue."

Blair pulled away and rolled her eyes.

"I think we're good, thanks" she told him, accepting the mug he presented her.

"Hey Chuck, would you mind if we took a quick shower before we left?" Serena asked him.

"That depends, am I invited to join the two of you?" he asked.

Serena grinned at him.

"I suppose that would be acceptable" she told him.

xoxoxoxoxoxoxox

Forty-five minutes later, Blair was sliding back into her clothes from the night before while Serena dried her hair in the bathroom. Chuck was sitting on his bed, watching Blair walk around the room to retrieve various items and studying her every move.

Blair winced as she put her aching feet back into her black stilettos.

"Heels are so unaccommodating for walks of shame" she explained.

"Who said anything about shame? Besides, you won't be doing much walking-I have a car waiting for you downstairs whenever you're ready" Chuck told her.

Blair looked shocked.

"Are you sure? You don't have to..." she began.

"It's not trouble at all, really. In fact, I insist" he said.

Blair smiled in gratitude.

"Thanks" she said.

"No problem" Chuck said.

He looked at her current ensemble for a moment before getting up to retrieve two long dress shirts. He gave one to Blair.

"You may want to use this to cover up for the ride home, it's cold out there" he explained.

"Oh, thank you" Blair said as she slipped the soft cotton over her arms.

They stood in his bedroom in silence then, waiting for Serena to get ready. For the first time since meeting him, Blair noticed that Chuck almost looked unsure of himself-as if he was nervous.

"Hey" she said, walking over to him "I never told you last night...but I am."

"Am what?" he asked.

"Glad I came" she answered.

"Well, that makes two of us" he said, pulling her to him by her hips and kissing her soundly.

"Hope I'm not interrupting" Serena teased as she walked into the bedroom "please continue."

Blair pulled back and made a face at her friend.

"Are you ready to go?" she asked, throwing her the spare dress shirt.

"Whenever you are" Serena said with a knowing look.

Blair turned to look at Chuck.

"We really should get going" she told him.

"I understand" he nodded before leading them to the door.

Xoxoxoxoxoxoxoxoxox

"Bye Chuck , thanks for a great night" Serena said to him, leaning in to kiss his cheek.

"You're very welcome" he told her, kissing her hand in parting.

"I'll be downstairs waiting in the limo" Serena told Blair before whispering in her ear "No rush!"

"I'll just be a minute" Blair said as she gently pushed her out the door.

"So..." Chuck began when they were alone again.

"Thanks again for the shirts...I have this thing this afternoon but later on I can swing by and drop them off with the front desk or your doorman-" She started.

"-Or, you can just come up here and give them to me yourself" he told her, invading her personal space once again.

"I could" Blair sighed, pressing her forehead against his "but wouldn't that break every rule of a one-night stand?"

Chuck tilted her chin up with his finger and slanted his lips over hers.

"Fuck the rules" he said, bringing his lips down to her neck "I want to see you again."

Blair felt her pulse begin to race at the implications of his words.

"There's this little French restaurant hidden on the other side of town, I want to take you there tonight" he told her "Say 'yes, Chuck'."

A small smile spread across her mouth as she pressed her lips to his ear.

"Yes, Chuck" she whispered.

Chuck lifted his head and grinned.

"Come by around 8?"

"I'll be here" she told him.

With one last kiss, Blair glanced at him over her shoulder-wondering to herself who this handsome stranger really was.

She was looking forward to finding out.

* * *

FIN.

AN: Yes, my friends, this story is over. I had brief thoughts of continuing it, but it's better for me and my schedule to wrap this story now. Thanks for your support on my first real AU story and don't forget to review :)


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